DISH TV INDIA LIMITED Registered Office: 18th Floor, A Wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai - 400 013 Corporate Office: FC-19, Sector 16A, Noida - 201 301 (U.P) Tel: 0120- 2467005/2467000, Fax: 0120-4357078 CIN: L51909MH1988PLC287553, E-Mail: [email protected], Website: www.dishtv.in

POSTAL BALLOT NOTICE Dear Members, Notice is hereby given pursuant to Section 110 and other applicable provisions of the Companies Act, 2013 (the “Act”), read with the Companies (Management and Administration) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws and regulations, to transact the Special Business set out below by the Members of Dish TV India Limited, by passing the Special Resolution through Postal Ballot. Your consideration and approval is sought for the Resolution annexed herewith. The Explanatory Statement under Section 102 of the Companies Act, 2013 read with rules made thereto, setting out the material facts and the reason for the Resolution, is also appended herewith. Mr. Jayant Gupta, Practicing Company Secretary (PCS No.:9738), has been appointed by the Board of Directors of your Company as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. You are requested to carefully read the instructions printed on this Postal Ballot Notice and the Postal Ballot Form and return the completed Postal Ballot Form in the enclosed self-addressed postage pre-paid envelope (if posted in India), so as to reach the Scrutinizer, at the Corporate Office of the Company at FC - 19, Sector 16A, Noida – 201 301, Uttar Pradesh,on or before 5:00 P.M. on Monday, the 25th day of September, 2017, which is last date for receipt of completed Postal Ballot Form(s). Postal Ballot Form(s) received after this date and time will be considered as invalid. The Scrutinizer will submit his report to the Chairman and Managing Director of the Company or any other person authorized by the Chairman and Managing Director of the Company upon completion of scrutiny of the Physical Postal Ballot Forms and E-Voting data provided by National Securities Depository Limited (‘NSDL’), in a fair and transparent manner and the result of the Postal Ballot will be announced on Wednesday, the 27th day of September, 2017 at the Registered Office of the Company. After declaration, the result of the Postal Ballot will be intimated to the Stock Exchanges where the shares of the Company are listed and placed along with the Scrutinizer’s report on the Company’s website viz. www.dishtv.in and also be displayed at the Registered Office and Corporate Office of the Company. The result of the Postal Ballot shall also be communicated through Newspaper Advertisement. In accordance with Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India, if approved with requisite majority, the Resolutions shall be deemed to have been passed on the last date specified by the Company for receipt of duly completed Postal Ballot forms or E-Voting i.e. Monday, the 25th day of September 2017. E-Voting Option In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of Section 108 of the Companies Act, 2013 read with the Rules made thereto, the Company is pleased to offer E-Voting facility through E-Voting Platform of National Securities Depository Limited (‘NSDL’), as an alternate, which would enable Members to cast votes electronically, instead of sending Physical Postal Ballot Form(s). Please note that E-Voting is optional and the Members who do not opt for the E-Voting facility can cast their vote in writing in the duly filled in physical Postal Ballot Form. Please carefully read and follow the instructions on E-Voting process printed in this Notice. SPECIAL BUSINESS: ITEM NO. 1: Sale / Transfer of the Company’s Non-Core Business undertaking of Infra Support Services (including set top boxes, dish antenna etc., and related services) to Dish Infra Services Private Limited, a Wholly owned Subsidiary of the Company, on a going concern basis To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof) read with the Companies (Management and Administration) Rules, 2014, the provisions of Memorandum and Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to the Scheme of Arrangement amongst Videocon D2H Limited and Dish TV India Limited and their respective Shareholders and Creditors (“Scheme”) becoming effective and such other approvals, consents, permissions and sanctions as may be necessary, including but not limited to, from the Central and / or State Government(s) and/or local authorities, departments, institutions, bodies, banks, financial institutions and agencies and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be stipulated by any such authority, institution or body, while granting such approvals, consents, permissions and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall unless repugnant to the context or meaning thereof, be deemed to include a duly constituted committee thereof and any person authorized by the Board in this behalf), consent of the Members of the Company be and is hereby accorded to transfer, sell, hive-off or otherwise dispose off, assign, convey and deliver or cause to be sold, assigned, transferred and delivered, the Company’s non-core business of infra support services (including set top boxes, dish antenna etc., and related services) together with its respective assets and liabilities (including employees/contracts etc. pertaining to such business, as may be required) [which non-core business of infra support services shall become part of the Company upon the Scheme becoming effective], as a going concern on a ‘slump sale basis’, by way of business transfer agreement or in a manner as may be decided by the Board to Dish Infra Services Private Limited (Dish Infra), a Wholly Owned Subsidiary of

1 the Company for a cash consideration as may be agreed by the Board and Dish Infra, being not less than the Book Value of such business of infra support services and the transfer of such infra support services business from Dish TV India Limited (i.e. the holding company) to Dish Infra (its wholly owned subsidiary) shall be effective from the appointed date of the Scheme i.e. October 1, 2017, or such other date as may be decided by the Board of Directors of the Company. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem fit, necessary, proper or desirable, including finalizing, varying and settling the terms and conditions of the sale of the Company’s non-core business in the aforementioned manner and to finalize, execute, deliver and perform such agreements (including but not limited to Business Transfer Agreement), contracts, deeds, undertakings, and other documents, file applications, and make representations in respect thereof and seek the requisite approvals, consents, permissions and sanctions as may be applicable, including but not limited to from the Central and / or State Government(s) and/or local authorities, departments, institutions, bodies, agencies, banks and financial institutions, suitably inform and apply to all the concerned authorities, institutions or bodies, including in respect of the requirements of the Central and / or State Government(s) and/or local authorities, including but not limited to courts, municipal authorities, Registrar of Companies, custom authorities, excise authorities, Income Tax Authorities, Goods and Service Tax Authorities, Sales Tax Authorities, VAT authorities, any other regulatory authorities and / or to represent the Company before the said authorities, institutions or bodies, and to sign and submit such applications, letters, forms, returns, deeds, documents and to settle any question, difficulty, doubt that may arise, if any with regard to this dealing and reconsider the matter due to change in circumstances as it may in its absolute discretion deem fit, without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution, to any Director(s), or to any committee of Director or any other officer(s) / Authorised Representative(s) of the Company, or to engage any advisor, consultant, agent or intermediary, as may be deemed necessary to give effect to this resolution.” By Order of the Board For DISH TV INDIA LIMITED

Sd/- RANJIT SINGH Place: Noida Company Secretary Date: August 17, 2017 Membership No. A15442

Notes: 1) Explanatory Statement in terms of Section 102 of the Companies Act, 2013, setting out the material facts are appended herein below. 2) The Postal Ballot Notice will be dispatched / sent to all the Members whose names appear in the Register of Members / Records of Depositories as on Friday, the 18th day of August, 2017 viz. the cut-off date and a person who is not a member as on that date should treat this Notice for information purposes only. Notice of Postal Ballot is also being sent to all the Directors and Auditors of the Company. 3) Members who have registered their E-mail IDs with their Depository Participants are being sent Notice of Postal Ballot by E-mail and Members who have not registered their E-mail IDs will receive Notice of Postal Ballot along with the Postal Ballot Form in physical form. 4) Members who have received Postal Ballot Notice by E-mail and who wish to vote through Physical Postal Ballot Form can download Postal Ballot Form from the Company’s website i.e. www.dishtv.in or seek duplicate Postal Ballot Form from the Company. 5) Voting period will commence on and from August 27, 2017 at 9:00 A.M. and ends on September 25, 2017 at 5:00 P.M. 6) Members are also requested to read carefully the instructions printed on the Postal Ballot Form before exercising their physical vote and return the Postal Ballot Form duly completed with the assent (for) and dissent (against), in the attached self-addressed postage pre-paid Business Reply Envelope, so as to reach the Scrutinizer at the Corporate Office of the Company at FC – 19, Sector 16A, Noida – 201 301, Uttar Pradesh, on or before 5:00 P.M. on Monday, the 25th day of September, 2017. Please note that any Postal Ballot Form(s) received after the said date and time will be treated as if reply from the Member has not been received. No other form or photocopy thereof is permitted. Members who do not receive the Postal Ballot Form may download the Postal Ballot Form from the Company’s website www.dishtv.in or seek duplicate Postal Ballot Form from the Company. 7) All relevant documents referred to in the accompanying Explanatory Statement are open for inspection at the Registered Office of the Company on all working days (Monday to Friday) between 2.00 P.M. TO 4.00 P.M. up to Monday, the 25th day of September, 2017 (i.e. last date for receiving Postal Ballot Forms by Scrutinizer). 8) Members are requested to notify change in address, if any, in case of shares held in Electronic form to the concerned Depository Participant quoting their Client ID and in case of Physical shares to the Registrar and Transfer Agent of the Company quoting their Folio number. INSTRUCTIONS FOR VOTING Kindly note that each Member can opt for only one mode for voting i.e. either by Physical Ballot or by E-Voting. If you opt for E-Voting, then please do not vote by Physical Ballot and vice versa. In case Member(s) cast their vote via both modes i.e. Physical Ballot as well as E-Voting, then voting done through E-Voting shall prevail and Physical Voting of that Member shall be treated as invalid notwithstanding whichever option is exercised first.

2 PHYSICAL VOTING Members are requested to refer to the instructions printed behind the Postal Ballot Form for exercising their vote in physical form. E-VOTING In compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Company is pleased to offer E-Voting facility as an alternate, for its Members, to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. The Company has engaged National Securities Depository Limited (“NSDL”), to provide E-Voting facility to its Members. E-Voting is optional. The E-Voting period begins on August 27, 2017 at 9:00 A.M. and ends on September 25, 2017 at 5:00 P.M. The E-Voting module shall be disabled by NSDL for voting after 5:00 P.M. on September 25, 2017. During this period, the Members of the Company, holding shares in Physical form or in Demat form, as on the cut-off date viz. August 18, 2017, may cast their vote electronically. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The instructions and process for voting electronically by the Members are as under: A. In case of Members receiving E-mail from NSDL: i. Open E-mail and open PDF file attached in the mail with your Client ID or Folio No. as password. The PDF file contains your user ID and Password for E-Voting on the resolution mentioned in the Postal Ballot Notice. Please note that the password is an initial password, which the member may change. ii. However, if you are already registered with NSDL for remote E-Voting then you can use your existing user ID and password for casting your vote. In case Shareholders are holding shares in Demat mode, USER-ID is the combination of (DP ID + Client ID). In case Shareholders are holding shares in physical mode, USER-ID is the combination of (EVEN No + Folio No.) iii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/ iv. Click on Shareholder – “Login”. v. Put user ID and Password as noted in step (i) above. Click Login. vi. Password change menu appears. Change the password with new password of your choice with minimum 8 digits / characters or combination thereof. vii. Please note your new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. viii. The Home page of “e-Voting” opens. Click on “e-Voting - Active Voting Cycles”. ix. Select “EVEN” (E-Voting Event Number) of Dish TV India Limited viz. 107059 and click on “SUBMIT”. x. Now you are ready for E-Voting as Cast Vote page opens. xi. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted. xii. Upon confirmation, the message “Vote cast successfully” will be displayed. Kindly note that vote once cast cannot be modified. xiii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority Letter etc. together with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer through e-mail at [email protected] and the Company at [email protected] with a copy marked to [email protected] B. In case of Members’ receiving Postal Ballot Notice by Post: i. Initial password is provided at the bottom of Postal Ballot Form. EVEN (E-voting Event Number) USER ID Password

ii. If you are registered with NSDL for E-voting then you can use your existing User ID and Password for casting your vote. If you forget your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the toll free no.: 1800- 222-990. iii. Please follow all steps from Sl. No. (iii) to Sl. No. (xiii) as mentioned in (A) above, to cast vote except SI. No. (v) C. Member cannot exercise his / her vote by proxy on Postal Ballot. D. The Scrutinizer’s decision on the validity or otherwise of Postal Ballot / E-Voting will be final. E. Members may also note that the Postal Ballot Notice will also be available on the Company’s Website viz. www.dishtv.in for downloading. F. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions [“FAQs”] and e-voting manual for shareholder available at downloads section of https://www.evoting.nsdl.com/ or contact NSDL at the toll free No. 1800-222-990. For any further clarifications, you may also contact the following officials: Contact Details Company Dish TV India Limited, Corp Office: FC - 19, Sector 16A, Noida - 201 301, Uttar Pradesh, E-mail: [email protected], Tel. No. : 0120- 2467005 / 2467000 Registrar & Transfer Agent Link Intime India Private Limited, Unit: Dish TV India Limited, C-101, 247 Park, LBS Marg, Vikhroli West, Mumbai - 400 083, Tel. No. 022–49186000, Fax- 022 - 49186060, E-mail: [email protected] Scrutinizer Mr. Jayant Gupta, Practicing Company Secretary, E-mail: [email protected] E-voting Agency / Contact details of National Securities Depository Limited, Mr. Amit Vishal-022-24994360 / Mr Rajiv the person responsible to address Ranjan-022-24994738, 4th Floor, A-Wing, Trade World, Kamala Mills Compound, the grievances connected with the Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, E-mail: [email protected], electronic voting Toll Free No.: 1800-222-990

3 G. Members can also update their mobile number and E-mail Id in the user profile details of the folio, which may be used for sending future communications. H. The voting rights of the shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date viz. August 18, 2017. I. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on cut-off date only shall be entitled to avail the facility of E-Voting or voting by Postal Ballot. J. The Company has appointed Mr. Jayant Gupta, Practicing Company Secretary as Scrutiniser for providing facility to the members of the Company to scrutinize the voting and E-Voting process in a fair and transparent manner. K. The Scrutinizer shall unblock the votes in presence of two witness, who are not in employment of the Company and after scrutinizing such votes received shall make a Scrutinizers’ report of the votes cast in favour or against or invalid votes in connection with the resolution(s) mentioned in the Postal Ballot Notice and submit the same forthwith to the Chairman and Managing Director of the Company. L. The result of the Postal Ballot will be declared / announced on Wednesday, the 27th day of September, 2017 at the Registered Office of the Company. The results along with the Scrutinizers’ Report shall be placed on the website of the Company viz. www.dishtv.in and on the notice board of the Company at its Registered Office and Corporate Office after the declaration of result. The results shall also be communicated to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited. EXPLANATORY STATEMENT AND REASONS FOR THE PROPOSED RESOLUTIONS ACCOMPANYING THE POSTAL BALLOT NOTICE DATED AUGUST 17, 2017 PURSUANT TO SECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT, 2013 AND RULES MADE THERETO ITEM NO. 1 A Scheme of Arrangement has been entered into amongst Videocon D2H Limited (“Videocon D2H”) and Dish TV India Limited (“Dish TV”) and their respective Shareholders and Creditors (“Scheme”) for amalgamation of Videocon D2H with and into Dish TV. The Scheme has been approved by the Hon’ble National Company Law Tribunal, Mumbai Bench on July 27, 2017 and the copy of final order of the Hon’ble National Company Law Tribunal is awaited. The appointed date of Scheme is October 1, 2017. Presently both Dish TV and Videocon D2H are inter alia engaged in the business of providing Direct-to-Home service to their respective subscribers in India and post amalgamation, the entire business of both the companies under arrangement shall become the business of Dish TV India Limited (Dish TV). Dish TV provides DTH services to its subscribers whereas the infra support services (including Set top boxes, Low noise block, Dish Antenna, wire etc., and related services) are provided by Dish Infra Services Private Limited (“Dish Infra”), the wholly owned subsidiary of the Company. Videocon D2H, at present, is providing both the DTH and infra support services directly to its subscribers. With a view to sync the existing business model of Dish TV post amalgamation of Videocon D2H with and into Dish TV, the Board of Directors of Dish TV, have approved that Videocon D2H’s business of providing Infra Support Services (including Set top boxes, Low noise block, Dish Antenna, wire etc., and related services) to the subscribers of Videocon D2H, together with its respective assets and liabilities (which shall include all employees / contracts etc., pertaining to such business undertaking, as may be required) (“the Undertaking”) be sold / transferred, as a going concern, on slump sale basis, to Dish Infra for a cash consideration, being not less than its Book Value, subject to Member’s and other requisite approvals. The Board has approved the transfer of the Undertaking upon the Scheme becoming effective and the receipt of any approvals, consents, permissions, sanctions, that may be required. The transfer of the Undertaking from Dish TV (i.e. the holding company) to Dish Infra (its wholly owned subsidiary) shall be effective from the appointed date of amalgamation i.e. October 1, 2017 or such other date as may be decided by the Board of Directors of the Company. The proposed transfer shall enable smooth running of business of the merged entity immediately on Scheme becoming effective, enabling the merged entity to focus on the core activity of the company viz., the subscription activities and anticipated growth in the DTH Platform. The employees engaged in the Undertaking shall be transferred to Dish Infra on no less favorable terms and with continuity of service. The Undertaking is proposed to be transferred as a going concern on a ‘slump sale’ basis (as defined under Section 2(42C) of the Income-Tax Act, 1961) for a lump sum consideration, without values being assigned to individual assets and liabilities. In terms of Section 180(1)(a) of the Companies Act, 2013, for disposal of the whole of the undertaking, consent of the members is required by way of a special resolution The approval of members is sought to be obtained under the provisions of Section 110 of the Companies Act, 2013 read with provisions of Companies (Management and Administration) Rules, 2014, through postal ballot as set out in the accompanying Notice. The Board of Directors is of the opinion that the aforesaid Special Resolution is in the best interest of the Company and hence recommends the Special Resolution for your approval. The Directors and Key Managerial Personnel(s) of the Company and their respective relatives may be deemed to be concerned or interested in the above resolution only to the extent of their shareholding in the Company. By Order of the Board For DISH TV INDIA LIMITED

Sd/- RANJIT SINGH Place: Noida Company Secretary Date: August 17, 2017 Membership No. A15442 Encl:- 1. Postal Ballot Form 2. Self-Addressed Postage Pre-Paid Envelope

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